Exhibit 99.1
BILL Announces Closing of Offering of $1.4 Billion of 0% Convertible Senior Notes due 2030, Including Full Exercise of Initial Purchasers’ $150.0 Million Option to Purchase Additional Notes
SAN JOSE, Calif., December 6, 2024 – BILL Holdings, Inc. (NYSE: BILL) (“BILL”) today announced that it has closed its offering of 0% Convertible Senior Notes due 2030 (the “Notes”) for gross proceeds of $1.4 billion. The proceeds include the full exercise of the $150.0 million option granted by BILL to the initial purchasers of the Notes. The Notes were offered and sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). The Notes are senior, unsecured obligations of BILL, will not bear regular interest, and the principal amount of the Notes will not accrete.
The net proceeds from the offering were approximately $1.38 billion, after deducting the initial purchasers’ discount and estimated offering expenses payable by BILL. At closing, BILL used: (i) approximately $130.8 million of the net proceeds to repurchase approximately $133.9 million aggregate principal amount of its outstanding 0% Convertible Senior Notes due 2025 (the “2025 Notes”), (ii) approximately $408.6 million of the net proceeds to repurchase approximately $451.5 million aggregate principal amount of its outstanding 0% Convertible Senior Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Existing Notes”), (iii) approximately $200.0 million of the net proceeds to repurchase 2,260,397 shares of BILL’s common stock (the “common stock”) in privately negotiated transactions, and (iv) approximately $93.0 million of the net proceeds to pay the cost of the capped call transactions described below. BILL intends to use the remaining net proceeds for general corporate purposes, which may include additional repurchases of the Existing Notes from time to time following the offering, or the repayment at maturity, of the Existing Notes, additional repurchases of the common stock, working capital, capital expenditures and potential acquisitions and strategic transactions.
Additional Details for the Convertible Senior Notes
The Notes will mature on April 1, 2030, unless earlier converted, redeemed or repurchased in accordance with the terms of the Notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding January 1, 2030, the Notes are convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled in shares of BILL’s common stock, cash or a combination of cash and shares of common stock, at the election of BILL.
The Notes have an initial conversion rate of 8.3718 shares of common stock per $1,000 principal amount of Notes (which is subject to adjustment in certain circumstances). This is equivalent to an initial conversion price of approximately $119.45 per share. The initial conversion price represents a premium of approximately 35% to the $88.48 closing price of BILL’s common stock on the New York Stock Exchange on December 3, 2024.
Holders of the Notes have the right to require BILL to repurchase for cash all or a portion of their Notes at 100% of their principal amount, plus any accrued and unpaid special interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the Notes). BILL is also required to increase the conversion rate for holders who convert their Notes in connection with certain fundamental changes or a redemption notice, as the case may be, prior to the maturity date. The Notes are redeemable, in whole or in part, for cash at BILL’s option at any time, and from time to time, on or after December 1, 2027, but only if the last reported sale price per share of the common stock has been at least 130% of the conversion price then in effect for a specified period of time.
